To
The Members
AVON MERCANTILE LIMITED
Your Board of Directors has pleasure in presenting the Thirty Eighth Annual Report of
your Company for the Financial Year ended on 31st March, 2023. The Company has
duly made appropriate disclosures in this Board report with the objective of
accountability and transparency in the working of the Company and to make you aware about
the working and future perspective of the Company.
1. FINANCIAL SUMMARY OF HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
The performance of the Company for the Financial Year ended 31st March, 2023 in
pursuant to requirement under Section 134(1) of the Companies Act, 2013 ("Act")
read along with Rule 8(5)(1) of Companies (Accounts) Rules, 2014 is tabulated below:
RESULTS OF OUR OPERATIONS
(Amount in 000)
| PARTICULARS |
March 31, 2023 |
March 31, 2022 |
| Revenue from Operations |
NIL |
NIL |
| Interest Incomes |
58,561.14 |
62,483.32 |
| Other Incomes |
32,602.97 |
612.80 |
| Total Incomes |
91,164.10 |
63,096.12 |
| Finance Costs |
61,926.75 |
55,929.25 |
| Employee benefits expenses |
9,870.53 |
9,683.44 |
| Depreciation, amortization and impairment |
33.63 |
95.03 |
| Other Expenses |
48,439.69 |
16,271.51 |
| Total Expenses |
1,20,270.60 |
81,979.22 |
| Profit/(Loss) before exceptional Items and tax |
(29,106.50) |
(18,883.10) |
| Exceptional Items |
NIL |
NIL |
| Profit/Loss Before Tax |
(29,106.50) |
(18,883.10) |
AVON MERCANTILE LIMITED • • •
| Tax Expenses |
(14.65) |
(35.80) |
| Profit/ Loss After Tax |
(29,121.15) |
(18,918.90) |
| Earnings per Equity Share- Basic |
(3.89) |
(2.53) |
| Earnings per Equity Share- Diluted |
(3.89) |
(2.53) |
*The amount shown in bracket () are negative or decrease in value.
FINANCIAL ANALYSIS
During the year under review, there were not many operations in the Company, due to
which there is no revenue generated in the Company. The revenue generated from interest
& other sources is 91,164.10 Thousands during the year, which was however Rs.
63,096.12 Thousands during the preceding financial year. The loss suffered during the year
under review was 29,121.15 Thousands as compared to the loss of 18,918.90 Thousands during
the previous Financial Year 2021-2022.
2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK
The Company has been registered with the Reserve Bank of India as a Non-Banking
Financial Institution (Non-Deposit taking). During the year, the Company has categorized
as a Non- Systemically Important Non-Deposit taking Non-Banking Financial Company as the
main activity of the Company is of lending funds. The Company intends to continue the same
line of business in future as well.
3. CHANGE(S) IN NATURE OF BUSINESS, IF ANY
There is no change in the nature in the business of the Company during the financial
year ended March 31,2023.
4. DIVIDEND
Based on Companys performance in the current year, the Board of Directors of the
Company does not recommend any dividend on Equity Shares of the Company.
5. UNCLAIMED DIVIDEND
The shareholders who have not uncashed their dividend for the FY 2017-18 onwards are
requested to claim the amount from registered office of the company. Pursuant to the
provisions of Section 124(5) of the Companies Act, 2013, if the dividend
AVON MERCANTILE LIMITED • • •
transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed
for a period of seven years i.e., till September 19, 2024, then such unclaimed or unpaid
dividend shall be transferred by the Company along with interest accrued, if any, to the
Investor Education and Protection Fund (the IEPF), a fund established under sub-section
(1) of section 125. The details of unclaimed/ unpaid dividend are available on the website
of the Company viz. www.avonmercantile.co.in.
6. TRANSFER OF RESERVES
During the Financial Year 2022-2023, the Company has not transferred any amount to the
General Reserve in terms of Section 45-IC of the Reserve Bank of India Act, 1934, as the
company has incurred losses of 29,121.15 during the year 2022-23.
7. CHANGES IN SHARE CAPITAL
The paid up equity share capital of the Company as on 31 March 2023 was 74,773.90
Lakhs. There has been no change in the Equity Share Capital of the Company during the
year. The Authorized Share Capital of the Company is 750 Lakhs divided into 75,00,000
(Seventy Five Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The Company
has no other type of securities except equity shares forming part of Equity share capital.
8. DEPOSIT
The company is a Non-Deposit Taking-Non-Systematically Important NBFC (NBFC). As per
the Reserve Bank Guidelines, the company is NBFC ND-ICC as the Company is not holding or
accepting deposits as on the date of Balance Sheet. Further, the company being Loan
Company falls in the category of Investment and Credit Company (NBFC- ICC) as per
classification notified by RBI.
9. LISTING ON STOCK EXCHANGE
The shares of the Company are listed on main platform of BSE Limited. The International
Securities Identification Number (ISIN) of company is INE471D01019 and the Scrip code is
512265.
10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
AVON MERCANTILE LIMITED • • •
The Company has designed and implemented its internal financial controls system
considering the fundamental parts of various critical processes, physical and operational
which include its design, implementation and maintenance along with periodical internal
review of operational effectiveness and sustenance. This ensures orderly and efficient
conduct of its business, including adherence to Companys policies, safeguarding of its
assets, prevention of errors, accuracy and completeness of the accounting records and the
timely preparation of reliable financial information. The internal financial controls with
reference to the financial statements were adequate and operating effectively.
The Audit Committee of the Board reviews the adequacy and effectiveness of the internal
controls and checks and suggests desired improvements from time to time.
1 1. DIRECTORS AND KEY MANAGERIAL PERSONNELS
Mr. Rakesh Kumar Bhatnagar was appointed as Whole Time Director with effect from 11th
November, 2022. At present the Board of Directors of the Company comprise inter-alia of
two independent Directors, viz., Ms. Seema Salwan and Mr. Siddheshwar Kumar Upadhyay, both
of whom have submitted a declaration that each of them meets the criteria of independence
as provided in Section 149(6) of the Act and there has been no change in the circumstances
which may affect their status as independent director during the year and one
Non-Executive Director i.e., Mr. Gurvinder Pal Singh. Mr. Gopal Singh Negi continues to be
the Chief Financial Officer (CFO) of the Company with effect from 1 st March, 2015.
Ms. Disha Soni continues to be the Company Secretary of the Company w.e.f. 30th June
2021 and Mr. Jagdutt Kumar Singh continues to be the Manager of the Company.
The brief resume and details of Directors who are to be appointed / re-appointed are
furnished in the Notice for the Annual General Meeting as ANNEXURE-B.
i. Changes in the composition of the Board of Directors / Key Managerial Personnel.
As required under the provisions of Section 134(q) read with Rule 8(5) (iii) of the
Companies (Accounts) Rules, 2014, the details of Directors or Key Managerial Personnel who
were appointed or have resigned during the year under review are as follows:
AVON MERCANTILE LIMITED • • •
| Sr. No. |
Name of Director or Key Managerial Person |
Designation |
Date of Appointment/ Change in Designation |
Date of Resignation |
| 1. |
Mr. Rakesh Kumar Bhatnagar |
Whole Time Director |
11/11/2022 |
- |
| 2. |
Mr. Gurvinder Pal Singh |
Non-Executive Non Independent Director |
21/07/2019 |
- |
| 3. |
Ms. Seema Salwan |
Non-Executive Independent Director |
14/08/2019 |
- |
| 4. |
Mr. Siddheshwar Kumar Upadhyay |
Non-Executive Independent Director |
28/09/2019 |
- |
| 5. |
:Ms. Disha Soni |
jCompany Secretary |
30/06/2021 |
- |
| 6. |
Mr. Gopal Singh Negi |
Chief Financial Officer |
01/03/2019 |
- |
| 7. |
Jagdutt Kumar Sharma |
Manager |
01/08/2014 |
- |
As on March 31, 2023, your Companys Board had a strength of 4 (Four) Directors. The
Composition of the Board is as below:
| Category |
No. of Directors |
% of Total nos. of Directors |
| Non- Executive Director |
3 |
75% |
| Executive Director |
1 |
25% |
| S. No. |
Name of the Director |
Date of Appointment |
Status |
| 1. |
Mr. Gurvinder Pal Singh |
jDirector (since 21st July, 2019) |
:Non-Executive |
| 2. |
Ms. Seema Salwan |
Director (since 14th August, 2019) |
Non-Executive Independent |
| 3. |
Mr. Siddheshwar Kumar Upadhyay |
Director(Since 28th September,2019) |
Non-Executive Independent |
| 4. |
Mr. Rakesh Kumar Bhatnagar |
Whole Time Director (w.e.f 11th November, 2022) |
Executive |
During the Year under review, Designation of Mr. Rakesh Kumar Bhatnagar (DIN: 02922258)
changed from Non-Executive Director to Whole Time Director with effect from 11th November,
2023.
AVON MERCANTILE LIMITED • • •
12. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6)
OF SECTION 149
All Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent
Directors, fulfil the criteria of independence specified in Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also
confirmed that they have complied with the Companys Code of Business Conduct & Ethics
laid down for the Board of Directors, Senior Management Personnel and Other Employees
13. INDEPENDENT DIRECTORS MEETING
As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder,
read with the Listing Regulations, the Independent Directors of the Company met amongst
themselves without the presence of Non-Independent Directors and members of Management on
its meeting 14th February, 2023.
14. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2022-23, 4 (Four) Board Meetings were held. The Board
periodically evaluates the need for change in its composition and size. Details of Board
Meetings held and attended by the directors during the financial year 2022-23 are:-
| Meeting Number |
Date of the Meeting |
Percentage of Attendance |
| First Meeting |
30th May ,2022 |
100% |
| Second Meeting |
12th August ,2022 |
100% |
| Third Meeting |
11th November ,2022 |
100% |
| Fourth Meeting |
14th February ,2023 |
100% |
15. COMMITTEES OF BOARD
1. AUDIT COMMITTEE
In compliance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI Listing Regulations, as on 31 March 2023, the Audit
AVON MERCANTILE LIMITED • • •
Committee of Avon Mercantile Limited comprises of following 3 (Three) Members, 2(Two)
members are Independent Non-Executive Directors.
| Name |
Designation |
Category |
| Ms. Seema Salwan |
Chairman |
Independent Non-Executive Director |
| Mr. Siddheshwar Kumar Upadhyay |
Member |
Independent Non-Executive Director |
| Mr. Rakesh Kumar Bhatnagar |
Member |
Executive Director |
The recommendation made by the Audit Committee from time to time was accepted by the
Board of Directors.
2. NOMINATION AND REMUNERATION COMMITTEE
The details pertaining to composition of Nomination and Remuneration Committee
("NRC")and the Companys policy on Directors, Key Managerial Personnel and other
Employees appointment and remuneration and other matters provided in Section 178(3) and
(4) of the Act. NRC while determining and / or recommending the criteria for remuneration
/ remuneration for Directors, Senior Management / KMPs and other employees ensure that:
the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and remuneration to Directors, Senior Management / KMPs involves a balance
between fixed and incentive pay reflecting short and longterm performance objectives
appropriate to the working of the Company and its goals.
During the year under review, no changes except those required under regulatory
provisions were carried out to the Policy.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to composition of Stakeholders Relationship Committee in
accordance with Section 178(5) of the Act are mentioned in the Corporate Information
section of the Annual Report.
4.
RISK MANAGEMENT COMMITTEE
AVON MERCANTILE LIMITED • • •
This committee has been constituted for monitoring and managing the different types of
risks, pursuant to the requirement of Scale Based Regulations issued by Reserve Bank of
India.
1 6. SUBSDIARIES, JOINT-VENTURES OR ASSOCIATE COMPANIES
During the year under review, no Company has become or ceased to be its Subsidiary,
Joint Venture or Associate Company.
1 7. INTER-SE TRANSFER OF PROMOTERS SHAREHOLDINGS
During the year under review, there was no change in inter-se-transfer of shares
between promoters Groups.
18. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE
BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF IT COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and the SEBI Listing Regulations and the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India on January
5, 2017, the Board has carried out an annual evaluation of its own performance,
performance of the Directors individually and the Committees of the Board.
Manner of Evaluation:
The Nomination and Remuneration Committee and the Board have laid down the manner in
which formal annual evaluation of the performance of the Board, its Committees and
individual directors has to be made. It includes circulation of evaluation forms
separately for evaluation of the Board and its Committees, Independent Directors /
Non-Executive Directors / Managing Director and Chief Executive Officer and Chairperson of
the Company.
The process of the annual performance evaluation broadly comprises:
Board and Committee Evaluation:
• Evaluation of Board as a whole and the Committees is done by the individual
directors / members, followed by submission of collation to NRC and feedback to the Board.
AVON MERCANTILE LIMITED • • •
Independent / Non-Executive Director Evaluation:
• Evaluation done by Board members excluding the Director being evaluated
is submitted to the Chairperson of the Company and individual feedback provided to each
Director.
Manager & Chief Executive Officer Evaluation:
• Evaluation as done by the individual directors is submitted to the Chairperson
of the Nomination and Remuneration Committee who further provides feedback to the
Nomination and Remuneration Committee and subsequently to the Board.
In a separate meeting of Independent Directors held on 14th February, 2023
performance of Non-Independent Directors, performance of the Board as a whole considering
the views of Non-Executive Directors was done.
The performance of all the directors during the year was satisfactory and towards the
growth prospects.
Personnel relations with all employees remained cordial and harmonious throughout the
year. Your Directors wish to place on record their sincere appreciation for the devoted
services of all employees of the Company.
1 9. CORPORATE GOVERNACE & COMPLIANCE CERTIFICATE (Not Applicable)
According to the provisions of Regulation 27(2) of the SEBI (Listing Obligations &
Disclosure Requirements), Regulations, 2015, read with Regulation 15(2) of Chapter IV of
SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the paid up
capital of Avon Mercantile Limited ("the Company") having the registered office
at Upper Basement, Smart Bharat Mall Plot No.I-2, Sector - 25A, Gautam Buddha Nagar,
Noida, Uttar Pradesh- 201301, is less than Ten Crores i.e. INR 7,47,73,900.00 (Indian
Rupees Seven Crores Forty Seven Lakhs Seventy Three Thousands Nine Hundred Only) and the
Net Worth of the Company is less than Twenty Five Crores i.e. INR 4,99,53,614/- (Four
Crore Ninety Nine Lakhs Fifty Three Thousand Six Hundred Fourteen Only) as per latest
audited Financial Statements as on financial year ended 31st March, 2023.
Hence, as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Corporate Governance provisions as specified in
Regulation 17, 17 A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not applicable on
the Company.
AVON MERCANTILE LIMITED • • •
Further, Avon Mercantile Limited received a Non - Applicability Certificate of
Corporate Governance Report from M/s. Roni Soni & Associates, Company Secretaries in
Practice (C.P. No. 21854) regarding compliance with Corporate Governance norms as
stipulated in Part C of Schedule V of the Listing Regulations for the financial year ended
31st March, 2023. The certificate confirming Non - Applicability of Corporate
Governance Report on the Company is annexed as ‘ANNEXURE - VII and form
integral part of this report.
20. DETAILS OF ASSOCIATES/JOINT VENTURES/SUBSIDIARY COMPANIES
During the year under review, no Company has become or ceased to be its Associates,
Joint Ventures or Subsidiary.
21. AUDITTORS AND AUDITORS REPORT
At the 37th Annual General Meeting held on September 25, 2022, M/s. Gupta
Garg & Agarwal, Chartered Accountants (Firm Registration No. 505762C), were appointed
as Statutory Auditors of the Company to hold office for a term of 5 years, continue to
hold their office during the year under review.
Pursuant to Section 139 and all the other applicable provisions of the Companies Act,
2013 read with relevant rules thereunder, M/s Gupta, Garg & Agrawal, Chartered
Accountants (ICAI FRN: 505762C), having their office at G-55, Royal Palace, IInd Floor
Laxmi Nagar, Vikas Marg, Delhi - 110092, were appointed as Statutory Auditors from the
conclusion of the 37th AGM in the year 2022 until the conclusion of the AGM in the year
2027.
Further, vide notification dated 7th May 2018; the Ministry of Corporate Affairs has
done away with the requirement of seeking ratification of members for appointment of
auditors at every Annual General Meeting. Accordingly, no resolution is being proposed for
ratification of appointment of statutory auditors at the Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by M/s Gupta, Garg
& Agrawal, Chartered Accountants, Statutory Auditors, in their report for the
financial year ended March 31, 2023. The notes on financial statement referred to in the
Auditors Report are self-explanatory and do not call for any further comments. The
Auditors Report does not contain any qualification, reservation or adverse remark.
AVON MERCANTILE LIMITED • • •
Pursuant to provisions of the Section 143( 12) of the Companies Act, 2013, the
Statutory Auditors has not reported of any incident of fraud to the Audit Committee during
the year under review.
22. SECRETARIAL AUDIT REPORT
As required under Section 204(1) of the Companies Act, 2013 read with rules framed
thereunder, the Company has appointed M/s. Roni & Associates, Company Secretaries in
Practice (C.P. No. 21854) to conduct the Secretarial Audit for the financial year 2022-23.
The Secretarial Audit Report submitted by M/s. Roni Soni & Associates, in the
prescribed form MR- 3 is attached as ‘Annexure IV and forms part of
this Report
As per the observations given by the Secretarial Auditors, the explanation to the same
has been given to them which form part of the Secretarial Audit Report. The Company is
taking all necessary steps to comply with the observations given by the secretarial
auditors.
23. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) and
Schedule V para C of Clause (10) (i) of SEBI LODR, 2015 has been attached as ‘ANNEXURE-IVa
obtained from M/s. Roni Soni & Associates, Company Secretaries in Practice (C.P.
No. 21854) forms part of this Report.
24. COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013, the maintenance of Cost Records has
not been specified by the Central Government for the business activities carried out by
the Company. Thus report under Clause 3 (vi) of the Order is not applicable to your
Company.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Schedule V(B) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and
Analysis Report is presented in the separate section and is marked as ANNEXURE - VIII and
forms an integral part of this report.
26. SECRETARIAL STANDARDS
AVON MERCANTILE LIMITED • • •
SECRETARIAL STANDARDS The Company has complied with the applicable Secretarial
Standards - 1 and Secretarial Standards - 2 issued by the Institute of Company Secretaries
of India and approved by the Central Government.
27. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(9) of the Act, the Company has adopted a Vigil Mechanism Framework and
duly uploaded on the website of the Company URL: http://avonmercantile.co.in/images/uploads/whistle-blower-policy-mar2023.pdf.
The
objective of the framework is to establish a redressal forum, which addresses all
concerns raised on questionable practices and through which the Directors and employees
can raise actual or suspected violations directly to the Chairman of the Audit Committee
of the Company.
The role of Chairman of the Audit Committee of the Company is to review the grievance
at the initial stage and in case the grievance is material, the same is investigated
through appropriate delegation. After investigation, the complaint with investigation
report is forwarded to Audit Committee. The Committee takes necessary actions to maintain
confidentiality within the organization on matters brought to its attention.
28. RISK MANAGEMENT POLICY
A key factor in determining a Companys capacity to create sustainable value is the
risks that the Company is willing to take and its ability to manage them efficiently. Many
risks exist in a Companys Risk Management process and they emerge on a regular basis. A
Risk Management Policy is formed to frame, implement, and monitor the risk management plan
for the Company and ensuring its effectiveness. The sole purpose of this policy shall be
to assist the Board in fulfilling its corporate governance oversight responsibilities with
regards to the identification, evaluation and mitigation of operational, strategic and
external environmental risks.
Keeping in view the Risks associated with the Company being NBFC and the need to
mitigate those risks, as per the requirements of Scale based Regulations of RBI, the
Company has formed a Risk Management Committee during the year under review with the
following Composition of Directors:
| Name |
Designation |
Category |
| Mr. Siddheshwar |
Chairman |
Independent Non-Executive |
AVON MERCANTILE LIMITED • • •
| Kumar Upadhyay |
|
Director |
| Mr. Gopal Singh Negi |
Vice Chairman |
Independent Non-Executive Director |
| Mr. Rakesh Kumar Bhatnagar |
Member |
Executive Director |
29. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of annual return of the financial year 2022-23 on its website at https://avonmercantile.co.in/investors.php.
30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the Financial Year to which financial statements relates and
the date of this Report.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS
The Company has not received any significant or material orders passed by any
Regulatory Authority, Court or Tribunal which shall impact the going concern status and
Companys operations in future.
32. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial
Control means the policies and procedures adopted by the Company for ensuring the orderly
and efficient conduct of its business, including adherence to Companys policies, the
safeguarding of its assets, the prevention and detention of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
The Company has a well-placed, proper and adequate internal financial control systems
which ensure that all assets are safeguarded and protected and that the transactions are
authorized recorded and reported correctly. It provides for adequate
AVON MERCANTILE LIMITED • • •
checks and balances and is meant to ensure that all transactions are authorized,
reported correctly. The Internal Financial controls with reference to the Financial
Statements are adequate commensurate with the size and nature of its business.
The Board has appointed M/s Gagan Garg & Associates, Chartered Accountants, as the
Internal Auditors of the Company for the Financial Year 2023-2024. The Internal Audit
Report along with observations and recommendations contained therein was placed before the
Audit Committee in its meeting held on 11th August, 2023 and was taken note of.
33. DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME
The Company has not provided any Employee Stock Option Scheme or Purchase Scheme to the
employees.
34. DEPOSITS
The Company has neither accepted nor renewed any deposits during the Financial Year
2022-23 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not
having any Unpaid or Unclaimed Deposits at the end of the Financial Year.
35. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of directors and employees as required
under Section 197(12) of the Companies Act read with Rule 5(1) and Rules 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
"Remuneration Rules" and "the names of the top ten employees in terms of
remuneration drawn" are provided in the ANNEXURE-III to Boards Report and
there are no employees/ Directors who were in receipt of remuneration of Rs. 1.02 Crores
or more per annum, if employed for whole of the year or, Rs. 8.5 lakhs or more per month
if employed for a part of the year.
36. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the financial year ended March 31, 2023, the Company lays down the details of
the particulars of loans, guarantees and investments covered under Section 186 of the Act
have been disclosed in the financial statements forms part of this Annual Report.
37. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE
AVON MERCANTILE LIMITED • • •
COMPANIES ACT, 2013
During the financial year 2022-23, your Company has not entered into any
transaction with related parties as defined under Section 2(76) of the Companies Act,
2013, read with Companies (Specification of Definition Details) Rules, 2014, all of which
were in the ordinary course of business and on arms length basis and in accordance with
the provisions of Section 188 (1) of the Companies Act, 2013, read with the applicable
Rules issued thereunder is attached in Form AOC-2 as "ANNEXURE-I" which
forms part of this report.
38. PREVENTION OF SEXUAL HARASSMENT POLICY
Your Company has constituted Internal Complaints Committee under the "The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"
in order to provide a protective environment at workplace for all its women employees. The
framework of the policy for reporting sexual harassment cases at workplace ensures
complete anonymity and confidentiality of information. Adequate workshops and awareness
programs against the sexual harassment are conducted across the organization.
The Company has not received any Complaints on Sexual Harassment during the year. The
Internal Complaints Committees of the Company has also submitted its Annual Report on
Sexual Harassment to the Board declaring that no Complaints were received during the year.
39. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rules 8(3)
of the Companies (Accounts) Rules, 2014 the details of the activities in the nature of
Energy Conservation, Research and Developments, Technology Absorption and Foreign Exchange
Earnings and Outgo is attached as "ANNEXURE- II" which forms part of this
report.
40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company
has not developed and implemented any Corporate Social Responsibilities initiatives, as
the said provisions are not applicable on your Company.
AVON MERCANTILE LIMITED • • •
41. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of financial year and of the loss of the
company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting frauds and other irregularities;
d. they have prepared the annual accounts on a going concern basis; and
e. they have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY &
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the year under review, there was no application made and proceeding
initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company. As on the date of this report, there is no
application or proceeding pending against your Company under the Insolvency and Bankruptcy
Code, 2016.
43. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made any settlement with its Bankers
from which it has accepted any term loan.
AVON MERCANTILE LIMITED
• • •
44. ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance provided to the
Company by its bankers, financial institutions, and government as well as NonGovernment
agencies. The Board wishes to place on record its appreciation to the contribution made by
employees of the company during the year under review. Your Directors gives their sincere
gratitude to the customers, clients, vendors and other business associates for their
continued support for the Companys growth. The Board also takes this opportunity to
express its deep gratitude for the continued co-operation and support received from its
valued shareholders.
For and on behalf of the Board of Directors AVON MERCANTILE LIMITED
Date : 11.08.2023 Place : New Delhi
Sd/-
Sd/-
(Gurvinder Pal Singh) Director DIN:05207077
(Rakesh Kumar Bhatnagar) Whole Time Director
DIN: 02922258
+91-9892691696
